<PAGE>   1
                                                                     EXHIBIT 4.8





                     ENRON CAPITAL & TRADE RESOURCES CORP.,
                                    ISSUER,

                                  ENRON CORP.,
                                   GUARANTOR,

                                      AND

                       THE CHASE MANHATTAN BANK, TRUSTEE

                             ______________________

                                   INDENTURE

                          DATED AS OF JANUARY 16, 1997

                            ________________________

                                7.75% DEBENTURES
                              DUE 2016, SERIES II
<PAGE>   2
                 Certain Sections of this Indenture relating to
                        Sections 310 through 318 of the
                          Trust Indenture Act of 1939

<TABLE>
<CAPTION>
Trust Indenture                                                                                                Indenture
Act Section                                                                                                      Section
-----------                                                                                                      -------
<S>                                                                                                        <C>
Section 310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 609
     (a)(2)       . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 609
     (a)(3)       . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
     (a)(4)       . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
     (b)          . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  608, 610
Section 311(a)    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 613
     (b)          . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 613
Section 312(a)    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 701
                  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  702(a)
    (b)           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  702(b)
    (c)           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  702(c)
Section 313(a)    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  703(a)
    (a)(4)        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101, 1004
    (b)           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  703(a)
    (c)           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  703(a)
    (d)           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  703(b)
Section 314(a)    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 704
    (b)           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
    (c)(1)        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
    (c)(2)        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
    (c)(3)        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
    (d)           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
    (e)           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
Section 315(a)    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601
    (b)           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 602
    (c)           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601
    (d)           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601
    (e)           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 514
Section 316(a)    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
    (a)(1)(A)     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 502
                  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 512
    (a)(1)(B)     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 513
    (a)(2)        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
    (b)           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 508
    (c)           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  104(c)
Section 317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 503
    (a)(2)        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 504
    (b)           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1003
Section 318(a)    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
</TABLE>

___________
Note:  This reconciliation and tie shall not, for any purpose, be deemed to be
a part of the Indenture.
<PAGE>   3
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                    Page 
                                                                                                                    -----
    <S>           <C>                                                                                                  <C>
                                                       ARTICLE ONE
                                             Definitions and other Provisions

    SECTION 101.  Definitions   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
    SECTION 102.  Compliance Certificates and Opinions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
    SECTION 103.  Form of Documents Delivered to Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
    SECTION 104.  Acts of Holders; Record Dates   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
    SECTION 105.  Notices, Etc., to Trustee, the Company and the Guarantor  . . . . . . . . . . . . . . . . . . . . .  10
    SECTION 106.  Notice to Holders; Waiver   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
    SECTION 107.  Conflict with Trust Indenture Act   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
    SECTION 108.  Effect of Headings and Table of Contents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
    SECTION 109.  Successors and Assigns  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
    SECTION 110.  Separability Clause   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
    SECTION 111.  Benefits of Indenture   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
    SECTION 112.  Governing Law   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
    SECTION 113.  Legal Holidays  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

                                                       ARTICLE TWO
                                                      Security Forms

    SECTION 201.  Forms Generally   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
    SECTION 202.  Form of Face of Security  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
    SECTION 203.  Form of Reverse of Security   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
    SECTION 204.  Form of Trustee's Certificate of Authentication   . . . . . . . . . . . . . . . . . . . . . . . . .  16

                                                      ARTICLE THREE
                                                      The Securities

    SECTION 301.  Title and Terms   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
    SECTION 302.  Denominations   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
    SECTION 303.  Execution, Authentication, Delivery and Dating  . . . . . . . . . . . . . . . . . . . . . . . . . .  18
    SECTION 304.  Temporary Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
    SECTION 305.  Registration, Registration of Transfer and Exchange   . . . . . . . . . . . . . . . . . . . . . . .  19
    SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities  . . . . . . . . . . . . . . . . . . . . . . . . .  20
    SECTION 307.  Payment of Interest; Interest Rights Preserved  . . . . . . . . . . . . . . . . . . . . . . . . . .  21
    SECTION 308.  Persons Deemed Owners   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
    SECTION 309.  Cancellation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
    SECTION 310.  Computation of Interest   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
</TABLE>





                                       i
<PAGE>   4
<TABLE>
    <S>           <C>                                                                                                  <C>
                                                       ARTICLE FOUR
                                                Satisfaction and Discharge

    SECTION 401.  Satisfaction and Discharge of Indenture   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
    SECTION 402.  Application of Trust Money  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23

                                                      ARTICLE FIVE
                                                        Remedies

    SECTION 501.  Events of Default   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
    SECTION 502.  Acceleration of Maturity; Rescission and Annulment  . . . . . . . . . . . . . . . . . . . . . . . .  24
    SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee . . . . . . . . . . . . . . . . . .  25
    SECTION 504.  Trustee May File Proofs of Claim  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
    SECTION 505.  Trustee May Enforce Claims Without Possession of Securities . . . . . . . . . . . . . . . . . . . .  26
    SECTION 506.  Application of Money Collected  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
    SECTION 507.  Limitation on Suits   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
    SECTION 508.  Unconditional Right of Holders to Receive Principal and Interest  . . . . . . . . . . . . . . . . .  27
    SECTION 509.  Restoration of Rights and Remedies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
    SECTION 510.  Rights and Remedies Cumulative  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
    SECTION 511.  Delay or Omission Not Waiver  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
    SECTION 512.  Control by Holders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
    SECTION 513.  Waiver of Past Defaults   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
    SECTION 514.  Undertaking for Costs   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

                                                       ARTICLE SIX
                                                       The Trustee

    SECTION 601.  Certain Duties and Responsibilities   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
    SECTION 602.  Notice of Defaults  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
    SECTION 603.  Certain Rights of Trustee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
    SECTION 604.  Not Responsible for Recitals or Issuance of Securities  . . . . . . . . . . . . . . . . . . . . . .  31
    SECTION 605.  May Hold Securities   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
    SECTION 606.  Money Held in Trust   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
    SECTION 607.  Compensation and Reimbursement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
    SECTION 608.  Disqualification; Conflicting Interests   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
    SECTION 609.  Corporate Trustee Required; Eligibility   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
    SECTION 610.  Resignation and Removal; Appointment of Successor   . . . . . . . . . . . . . . . . . . . . . . . .  33
    SECTION 611.  Acceptance of Appointment by Successor  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
    SECTION 612.  Merger, Conversion, Consolidation or Succession to Business . . . . . . . . . . . . . . . . . . . .  35
    SECTION 613.  Preferential Collection of Claims Against Company   . . . . . . . . . . . . . . . . . . . . . . . .  35
    SECTION 614.  Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
</TABLE>





                                       ii
<PAGE>   5
<TABLE>
    <S>          <C>                                                                                                   <C>
                                                      ARTICLE SEVEN
                                          Holders' Lists and Reports by Trustee

    SECTION 701.  Company to Furnish Trustee Names and Addresses of Holders . . . . . . . . . . . . . . . . . . . . .  35
    SECTION 702.  Preservation of Information; Communications to Holders  . . . . . . . . . . . . . . . . . . . . . .  36
    SECTION 703.  Reports by Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36

                                                      ARTICLE EIGHT
                                   Consolidation, Merger, Conveyance, Transfer or Lease

    SECTION 801.  Company or Guarantor May Consolidate, Etc., Only on
                          Certain Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
    SECTION 802.  Successor Substituted   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37

                                                       ARTICLE NINE
                                                 Supplemental Indentures

    SECTION 901.  Supplemental Indentures Without Consent of Holders  . . . . . . . . . . . . . . . . . . . . . . . .  37
    SECTION 902.  Supplemental Indentures with Consent of Holders   . . . . . . . . . . . . . . . . . . . . . . . . .  38
    SECTION 903.  Execution of Supplemental Indentures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
    SECTION 904.  Effect of Supplemental Indentures   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
    SECTION 905.  Conformity with Trust Indenture Act   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39

                                                       ARTICLE TEN
                                        Covenants; Representations and Warranties

    SECTION 1001.  Payment of Principal and Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
    SECTION 1002.  Maintenance of Office or Agency  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
    SECTION 1003.  Money for Security Payments to Be Held in Trust  . . . . . . . . . . . . . . . . . . . . . . . . .  40
    SECTION 1004.  Reports by the Company   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
    SECTION 1005.  Negative Pledge and Exceptions Thereto   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
    SECTION 1006.  Statement as to Compliance; Notice of Certain Events of Default  . . . . . . . . . . . . . . . . .  44

                                                      ARTICLE ELEVEN
                                                        Guarantee

    SECTION 1101.  Securities Entitled to Guarantee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
</TABLE>





                                      iii
<PAGE>   6
<TABLE>
    <S>            <C>                                                                                                 <C>
                                                      ARTICLE TWELVE
                                                 Redemption of Securities

    SECTION 1201.  Optional Redemption  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
    SECTION 1202.  Mandatory Redemption   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
    SECTION 1203.  Applicability of Article   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
    SECTION 1204.  Authorization for Redemption; Notice to Trustee  . . . . . . . . . . . . . . . . . . . . . . . . .  45
    SECTION 1205.  Selection by Trustee of Securities to Be Redeemed  . . . . . . . . . . . . . . . . . . . . . . . .  45
    SECTION 1206.  Notice of Redemption   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
    SECTION 1207.  Deposit of Redemption Price  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
    SECTION 1208.  Securities Payable on Redemption Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
    SECTION 1209.  Securities Redeemed in Part  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
</TABLE>





                                       iv
<PAGE>   7
    INDENTURE, dated as of January 16, 1997, by and among Enron Capital & Trade
Resources Corp., a corporation duly organized and validly existing under the
laws of the State of Delaware (the "Company"),  Enron Corp., a corporation duly
organized and validly existing under the laws of the State of Delaware (the
"Guarantor") to The Chase Manhattan Bank, a New York banking corporation (the
"Trustee").

                            RECITALS OF THE COMPANY

    The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance of its 7.75% Debentures Due 2016, Series
II (the "Securities") as herein provided.

    All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

                           RECITALS OF THE GUARANTOR

    The Guarantor has duly authorized the execution and delivery of this
Indenture to provide for the issuance of its Guarantee as herein provided.

    All things necessary to make this Indenture a valid agreement of the
Guarantor, in accordance with its terms, have been done.

                   NOW THEREFORE, THIS INDENTURE WITNESSETH:

    For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually covenanted and agreed as follows for the
equal and ratable benefit of the Holders of the Securities:

                                  ARTICLE ONE

                        Definitions and other Provisions
                             of General Application

SECTION 101.  Definitions.

    For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:


    (1) the terms defined in this Article have the meanings assigned to them in
this Article and include the plural as well as the singular;

    (2) all other terms used herein which are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to
them therein;
<PAGE>   8
    (3) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles;
and

    (4) the words "herein", "hereof" and "hereunder" and other words of similar
import refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision.

    "Act", when used with respect to any Holder, has the meaning specified in
Section 104.

    "Additional Interest" means interest that shall accrue on any interest on
the Securities that is in arrears for more than one quarter or not paid during
an Extension Period, which in either case shall accrue at the rate of 7.75% per
annum compounded quarterly.

    "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person.  For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

    "Board of Directors" means either the board of directors of the Company or
any duly authorized committee of that board.

    "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant or Deputy Secretary of the Company or the Guarantor, as
applicable, to have been duly adopted by certification, and delivered to the
Trustee.

    "Business Day" means a day other than a day on which banking institutions
in the City of New York are authorized or required by law to close.

    "Change of Control" means the occurrence of any of the following events:
(i) a "Person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of
the Securities Exchange Act of 1934 and other than the Guarantor) becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act
of 1934) of voting securities having more than 50% of the voting power of the
total voting securities of the Company on a fully diluted basis; or (ii) the
sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Subsidiaries taken as a
whole to any such "person" or "group" (other than to the Guarantor or a wholly
owned Subsidiary of the Guarantor).

    "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or, if at
any time after the execution of this instrument such Commission is not existing
and performing the duties now assigned to it under the Trust Indenture Act,
then the body performing such duties at such time.





                                       2
<PAGE>   9
    "Company" means the Person named as the "Company" in the first paragraph of
this instrument until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor Person.

    "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman, a Vice Chairman, its
President or a Vice President and delivered to the Trustee.

    "Consolidated Net Tangible Assets" means total assets less (a) total
current liabilities (excluding indebtedness due within 12 months) and (b)
goodwill, patents and trademarks, all as reflected in the Company's audited
consolidated balance sheet preceding the date of a determination under the last
paragraph of Section 1005.

    "Corporate Trust Office" means the principal office of the Trustee in New
York, New York, at which at any particular time its corporate trust business
shall be administered and which at the date of this Indenture is 450 West 33rd
Street - 15th Floor, New York, New York 10001.

    "Defaulted Interest" has the meaning specified in Section 307.

    "Event of Default" has the meaning specified in Section 501.

    "Extension Period" has the meaning specified in Section 301.

    "Federal Bankruptcy Code" means the Bankruptcy Act of Title 11 of the
United States Code, as amended from time to time.

    "Funded Debt" as applied to any corporation means all indebtedness
incurred, created, assumed or guaranteed by such corporation, or upon which it
customarily pays interest charges, which matures, or is renewable by such
corporation to a date, more than one year after the date as of which Funded
Debt is being determined; provided, however, that the term "Funded Debt" shall
not include (i) indebtedness incurred in the ordinary course of business
representing borrowings, regardless of when payable, of such corporation from
time to time against, but not in excess of the face amount of, its installment
accounts receivable for the sale of appliances and equipment sold in the
regular course of business or (ii) advances for construction and security
deposits received by such corporation in the ordinary course of business

    "General Partner" means the Guarantor, in its capacity as general partner
of the Partnership.

    "Guarantee" means the Affiliate Debenture Guarantee Agreement, dated as of
the date hereof,  entered into by the Guarantor for the benefit of the Holders
of the Securities.

    "Guarantor" means Enron Corp., and any successor thereto.

    "Holder" means a Person in whose name a Security is registered in the
Security Register.





                                       3
<PAGE>   10
    "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including,
for all purposes of this instrument and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part of and
govern this instrument and any such supplemental indenture, respectively.

    "Interest Payment Date", when used with respect to any installment of
interest on a Security, means the date specified in such Security as the fixed
date on which an installment of interest with respect to the Securities is due
and payable.

    "Limited Partnership Agreement" means the Amended and Restated Agreement of
Limited Partnership, dated as of January 16, 1997, of the Partnership, as
amended, modified or otherwise supplemented from time to time.

    "Maturity", when used with respect to any Security, means the date on which
the original of such Security becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration,
call for redemption or otherwise.

    "Officers' Certificate" means a certificate signed by (i) the Chairman, a
Vice Chairman, the President, a Managing Director, a Vice President, or the
Treasurer of the Company or the Guarantor and (ii) the Secretary or an
Assistant or Deputy Secretary of the Company or the Guarantor and delivered to
the Trustee; provided, however, that such certificate may be signed by two of
the officers or directors listed in clause (i) above in lieu of being signed by
one of such officers or directors listed in such clause (i) and one of the
officers listed in clause (ii) above. One of the officers signing an Officer's
Certificate given pursuant to Section 1004 shall be the principal executive,
financial or accounting officer of the Company.  Any Officers' Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Indenture shall include:

    (a) a statement that each officer signing the Officers' Certificate has
read the covenant or condition and the definitions relating thereto;

    (b) a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers'
Certificate;

    (c) a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such
officer to express an informed opinion as to whether or not such covenant or
condition has been complied with;

    (d) a statement as to whether, in the opinion of each such officer, such
condition or covenant has been complied with;  and

    (e) a statement that one of the officers signing such Officers' Certificate
is the principal executive, financial or accounting officer of the Company.





                                       4
<PAGE>   11
    "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Company or the Guarantor.

    "Outstanding", when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under
this Indenture, except: (i) Securities theretofore canceled by the Trustee or
delivered to the Trustee for cancellation; (ii) Securities for whose payment or
redemption money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Company) in trust or set aside
and segregated in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Securities; provided that, if such
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee
has been made; and (iii) Securities which have been paid pursuant to Section
401, or in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than any such
Securities in respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Securities are held by a bona fide purchaser
in whose hands such Securities are valid obligations of the Company.

    "Partnership" means Enron Preferred Funding II, L.P., a Delaware limited
partnership, and any successor thereto.

    "Partnership Investment Company Event" means that the General Partner shall
have requested and received an opinion of nationally recognized independent
legal counsel experienced in such matters to the effect that as a result of the
occurrence on or after the date hereof of a change in law or regulation or a
change in interpretation or application of law or regulation by any legislative
body, court, governmental agency or regulatory authority, the Partnership is or
will be considered an "investment company" which is required to be registered
under the Investment Company Act of 1940.


    "Partnership Preferred Securities" means the limited partnership interests
issued pursuant to the Limited Partnership Agreement.

    "Partnership Special Event" means either a Partnership Investment Company
Event or a Partnership Tax Event.

    "Partnership Tax Event" means that the Guarantor, as the general partner of
the Partnership, shall have requested and received an opinion of nationally
recognized independent tax counsel experienced in such matters to the effect
that there has been a Tax Action which affects any of the events described in
(i) through (iii) below and that there is more than an insubstantial risk that
(i) the Partnership is, or will be subject to United States federal income tax
with respect to income accrued or received on the Affiliate Investment
Instruments or the Eligible Debt Securities (each as defined in the Limited
Partnership Agreement), (ii) the Partnership is, or will be subject to more
than a de minimis amount of other taxes, duties or other governmental charges
or (iii) interest payable by one or more of the obligors with respect to the
Affiliate Investment Instruments to the Partnership is not, or will not be,
deductible by the Company for United States federal income tax purposes.





                                       5
<PAGE>   12
    "Paying Agent" means any Person authorized by the Company to pay the
principal of or interest on any Securities on behalf of the Company which shall
initially be The Chase Manhattan Bank.

    "Person" means any individual, corporation, partnership, joint venture,
trust, limited liability company or corporation, unincorporated organization or
government or any agency or political subdivision thereof.

    "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

    "Preferred Securities" means the Partnership Preferred Securities and the
Trust Preferred Securities.

    "Principal Property" means any oil or gas pipeline, gas processing plant or
chemical plant located in the United States, except any such property, pipeline
or plant that in the opinion of the Board of Directors is not of material
importance to the total business conducted by the Company and its Subsidiaries.
"Principal Property" shall not include any oil or gas property or the
production or any proceeds of production from an oil or gas producing property
or the production or any proceeds of production of gas processing plants or oil
or gas or petroleum products in any pipeline.

    "Redemption Date", when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.

    "Redemption Price", when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.

    "Regular Record Date" for the interest payable on any Interest Payment Date
means the Business Day next preceding such Interest Payment Date.

    "Representative" means an indenture trustee or other trustee, agent or
representative for an issue of Senior Indebtedness.

    "Responsible Officer", when used with respect to the Trustee, means any
officer within the Corporate Trust Office including any Vice President,
Assistant Vice President, Secretary, Assistant Secretary or any other officer
of the Trustee customarily performing functions similar to those performed by
any of the above designated officers and also, with respect to a particular
matter, any other officer to whom such matter is referred because of such
officer's knowledge and familiarity with the particular subject.

    "Securities" has the meaning specified in the Recitals to this
instrument.


                                       6
<PAGE>   13
    "Security Register" and "Security Registrar" have the respective meanings
specified in Section 305.

    "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

    "Stated Maturity", when used with respect to any Security or any
installment of interest thereon, means the date specified in such Security as
the fixed date on which the principal, together with any accrued and unpaid
interest (including Additional Interest), of such Security or such installment
of interest is due and payable.

    "Subsidiary" means any Person a majority of the equity ownership or the
Voting Stock of which is at the time owned, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries.  For the purposes of this definition, "voting stock" means
stock which ordinarily has voting power for the election of directors, whether
at all times or only so long as no senior class of stock has such voting power
by reason of any contingency.

    "Tax Action" means that there has been (a) an amendment to, change in or
announced proposed change in the laws (or any regulations thereunder) of the
United States or any political subdivision or taxing authority thereof or
therein, (b) a judicial decision interpreting, applying, or clarifying such
laws or regulations, (c) an administrative pronouncement or action that
represents an official position (including a clarification of an official
position) of the governmental authority or regulatory body making such
administrative pronouncement or taking such action, or (d) a threatened
challenge asserted in connection with an audit of the Guarantor or any of its
Subsidiaries, the Partnership, or the Trust, or a threatened challenge asserted
in writing in connection with any other taxpayer that has raised capital
through the issuance of securities that are substantially similar to the
Securities, the Partnership Preferred Securities, or the Trust Preferred
Securities, which amendment or change is adopted or which decision or
pronouncement is announced or which action, clarification or challenge occurs
on or after the date of this Indenture.

    "Trust" means Enron Capital Trust II, a Delaware business trust, and any
successor thereto.

    "Trust Agreement" has the meaning specified in the first paragraph of this
instrument.

    "Trustee" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Trustee" shall
mean such successor Trustee.

    "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.





                                       7
<PAGE>   14
    "Trust Preferred Securities" means the 8 1/8% Trust Originated Preferred
Securities, liquidation amount $25 per Trust Preferred Security, issued
pursuant to the Trust Agreement.

    "Vice President", when used with respect to the Company, the Guarantor or
the Trustee, means any vice president, whether or not designated by a number or
a word or words added before or after the title "vice president".

SECTION 102.  Compliance Certificates and Opinions.

    Upon any application or request by the Company or the Guarantor to the
Trustee to take any action under any provision of this Indenture, the Company
or the Guarantor shall furnish the Trustee an Officers' Certificate stating
that all conditions precedent, if any, provided for in this Indenture relating
to the proposed action have been complied with.

    Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

         (1)     a statement that each individual signing such certificate or
    opinion has read such covenant or condition and the definitions herein
    relating thereto;

         (2)     a brief statement as to the nature and scope of the
    examination or investigation upon which the statements or opinions
    contained in such certificate or opinion are based;

         (3)     a statement that, in the opinion of each such individual, he
    has made such examination or investigation as is necessary to enable him to
    express an informed opinion as to whether or not such covenant or condition
    has been complied with; and

         (4)     a statement as to whether, in the opinion of each individual,
    such condition or covenant has been complied with.

SECTION 103.  Form of Documents Delivered to Trustee.

    In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

    Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous.  Any such certificate or opinion of counsel may be based, insofar as
it relates to factual





                                       8
<PAGE>   15
matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Company stating that the information with respect to such
factual matters is in the possession of the Company, unless such counsel knows,
or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to such matters are erroneous.

    Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form any instrument.

SECTION 104.  Acts of Holders; Record Dates.

    (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company and/or the
Guarantor.  Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments.  Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Indenture and (subject to Section 601) conclusive in favor
of the Trustee and the Company and the Guarantor, if made in the manner
provided in this Section.

    (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by
a certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such
instrument or writing acknowledged to him the execution thereof.  Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority.  The fact and date of the execution of any such instrument or
writing or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

    (c) The Company may, in the circumstances permitted by the Trust Indenture
Act, fix any day as the record date for the purpose of determining the Holders
entitled to give or take any request, demand, authorization, direction, notice,
consent, waiver or other action, or to vote on any action, authorized or
permitted to be given or taken by Holders.  If not set by the Company prior to
the first solicitation of a Holder made by any Person in respect of any such
action, or, in the case of any such vote, prior to such vote, the record date
for any such action or vote shall be the 30th day (or, if later, the date of
the most recent list of Holders required to be provided pursuant to Section
701) prior to such first solicitation or vote, as the case may be.  With regard
to any record date, only the Holders on such date (or their duly designated
proxies) shall be entitled to give or take, or vote on, the relevant action.

    (d) The ownership of Securities shall be proved by the Security Register.





                                       9
<PAGE>   16
    (e) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of
the same Security and the Holder of every Security issued upon the registration
of transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

SECTION 105.  Notices, Etc., to Trustee, the Company and the Guarantor.

    Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,

    (1) the Trustee by any Holder or by the Company or the Guarantor shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Trustee at its Corporate Trust Office, Global Trust
Services, or

    (2) the Company or the Guarantor by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the Company
or the Guarantor addressed to it at the address of its principal office
specified below or at any other address previously furnished in writing to the
Trustee by the Company or the Guarantor, as the case may be.

    If to the Company or the Guarantor to:

         Enron Corp.
         1400 Smith Street
         Houston, Texas 77002
         Attention: Treasurer

SECTION 106.  Notice to Holders; Waiver.

    Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice.  In any case where notice to Holders
is given by mail, neither the failure to mail such notice, nor any defect in a
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders.  Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice.  Waivers of notice by Holders shall be filed
with the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.





                                       10
<PAGE>   17
    In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

SECTION 107.  Conflict with Trust Indenture Act.

    If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act that is required under such Act to be a part of and
govern this Indenture, the latter provision shall control.  If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

SECTION 108.  Effect of Headings and Table of Contents.

    The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

SECTION 109.  Successors and Assigns.

    The Company will have the right at all times to assign any of its rights or
obligations under this Indenture to a direct or indirect wholly-owned
Subsidiary, provided that, in the event of any such assignment, the Company
will remain liable for all such obligations.  Subject to the foregoing, this
Indenture is binding upon and inures to the benefit of the parties hereto and
their respective successors and assigns. This Indenture may not otherwise be
assigned by the parties hereto.

SECTION 110.  Separability Clause.

    In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.


SECTION 111.  Benefits of Indenture.

    Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder, the holders of Senior Indebtedness, the holders of Preferred
Securities (to the extent provided herein) and the Holders of Securities, any
benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 112.  Governing Law.

    THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.





                                       11
<PAGE>   18
SECTION 113.  Legal Holidays.

    In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or of the Securities) payment of interest or
principal of the Securities shall be made on the next succeeding day which is a
Business Day (and without any interest or other payment in respect of any such
delay) except that, if such Business Day is in the next succeeding calendar
year, such payment of interest or principal of the Securities, as the case may
be, shall be made on the immediately preceding Business Day, in each case, with
the same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity and with no reduction in interest or principal
in respect of such early payment.

                                  ARTICLE TWO

                                 Security Forms

SECTION 201.  Forms Generally.

    The Securities and the Trustee's certificates of authentication shall be in
substantially the forms set forth in this Article, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities.

    The definitive Securities shall be printed, lithographed or engraved or
produced by any combination of these or other methods, all as determined by the
officers executing such Securities, as evidenced by their execution of such
Securities.

SECTION 202.  Form of Face of Security.

                     ENRON CAPITAL & TRADE RESOURCES CORP.
                                7.75% Debenture
                              Due 2016, Series II

No._________                                                           $________

    Enron Capital & Trade Resources Corp., a corporation duly organized and
existing under the laws of the State of Delaware (herein called the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to _______________, or
registered assigns, the principal sum of ________ DOLLARS ($________) on
December 31, 2016 and to pay interest on said principal sum from January 16,
1997 or from the most recent interest payment date (each such date, an
"Interest Payment Date") to which interest has been paid or duly provided for,
quarterly (subject to deferral as set forth herein) in arrears on March 31,
June 30, September 30 and December 31 of each year, commencing March 31, 1997,
at the rate





                                       12
<PAGE>   19
of 7.75% per annum plus Additional Interest, if any, until the principal hereof
shall have become due and payable, and on any overdue principal. The amount of
interest payable for any period will be computed on the basis of twelve 30-day
months and a 360-day year.  In the event that any date on which interest is
payable on this Security is not a Business Day, then a payment of the interest
payable on such date will be made on the next succeeding day which is a
Business Day (and without any interest or other payment in respect of any such
delay), except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on the date the payment was
originally payable.  A "Business Day" shall mean any day other than a day on
which banking institutions in the City of New York are authorized or required
by law to remain closed.  The interest installment so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
the Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities, as defined in the Indenture) is registered at the
close of business on the Regular Record Date for such interest installment,
which shall be the close of business on the Business Day next preceding such
Interest Payment Date.  Any such interest installment not so punctually paid or
duly provided for shall forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said
Indenture.

    The Company shall have the right at any time during the term of this
Security, from time to time, to extend the interest payment period of such
Security for up to six consecutive quarters (an "Extension Period"), during
which periods interest will compound quarterly and the Company shall have the
right to make partial payments of interest on any Interest Payment Date, and at
the end of which Extension Period the Company shall pay all interest then
accrued and unpaid (together with Additional Interest thereon to the extent
that payment of such interest is permitted by applicable law).  Prior to the
termination of any such Extension Period, the Company may further extend the
interest payment period, provided that such Extension Period together with all
such previous and further extensions thereof shall not exceed six consecutive
quarters or extend beyond the Maturity of this Security.  Upon the termination
of any such Extension Period and upon the payment of all accrued and unpaid
interest and any Additional Interest then due, the Company may select a new
Extension Period, subject to the foregoing requirements.  No interest shall be
due and payable during an Extension Period except at the end thereof.  The
Company shall give the Holder of this Security and the Trustee written notice
of its selection of an Extension Period at least one Business Day prior to the
earlier of (i) the Interest Payment Date or (ii) the date Enron Capital Trust
II is required to give notice to the New York Stock Exchange or other
applicable self-regulatory organization or to holders of the Trust Preferred
Securities of the record date or the date such distributions are payable, but
in any event not less than one Business Day prior to such record date.

    Payment of the principal of and interest on this Security will be made at
the office or agency of the Company maintained for that purpose in New York,
New York, in such coin or currency of





                                       13
<PAGE>   20
the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of
the Company payment of interest may be made (i) by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register or (ii) by wire transfer in immediately available funds at such place
and to such account as may be designated by the Person entitled thereto as
specified in the Security Register.

    Reference is hereby made to the further provisions of the Indenture
summarized on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

    Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

    IN WITNESS WHEREOF, Enron Capital & Trade Resources Corp. has caused this
instrument to be duly executed under its corporate seal.

Dated: 
       ---------------
                                        ENRON CAPITAL & TRADE RESOURCES CORP.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
SECTION 203.  Form of Reverse of Security.

    This Security is one of a duly authorized issue of Securities of the
Company, designated as its 7.75% Debentures Due 2016, Series II (herein called
the "Securities"), limited in aggregate principal amount to $21,836,000 issued
under an Indenture, dated as of January 16, 1997 (herein called the
"Indenture"), among the Company, Enron Corp., as Guarantor (herein called the
"Guarantor, which term includes any successor corporation that shall become the
Guarantor under the Indenture) and The Chase Manhattan Bank, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Trustee, the Company, the
Guarantor and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered.

    All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

    At any time on or after March 31, 2002, the Company shall have the right,
subject to the terms and conditions of Article Twelve of the Indenture, to
redeem this Security at the option of the





                                       14
<PAGE>   21
Company, without premium or penalty, in whole or in part, at a Redemption Price
equal to 100% of the principal amount to be redeemed plus accrued but unpaid
interest, including any Additional Interest, if any, to the Redemption Date.
If a Partnership Special Event shall occur and be continuing, the Company shall
have the right, subject to the terms and conditions of Article Twelve of the
Indenture, to redeem this Security, without premium or penalty, in whole but
not in part, at a Redemption Price equal to 100% of the principal amount
thereof plus accrued but unpaid interest, including any Additional Interest, if
any, to the Redemption Date.  Any redemption pursuant to this paragraph will be
made upon not less than 30 nor more than 60 days' notice, at the Redemption
Price.  If the Securities are only partially redeemed by the Company, the
Securities will be redeemed pro rata, by lot or in such other manner as the
Trustee shall deem appropriate and fair in its discretion and that may provide
for the selection of a portion or portions (equal to twenty-five U.S. dollars
($25) or any integral multiple thereof) of the principal amount of any
Security.

    In the event of redemption of this Security in part only, a new Security or
Securities for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.

    If an Event of Default with respect to the Securities shall occur and be
continuing, the principal of the Securities may be declared due and payable in
the manner, with the effect and subject to the conditions provided in the
Indenture.

    The Indenture contains provisions for satisfaction and discharge at any
time of the entire indebtedness of this Security upon compliance by the Company
with certain conditions set forth in the Indenture.

    The Indenture contains provisions permitting the Company or the Guarantor
and the Trustee, with the consent of Holders of not less than a majority in
principal amount of the Outstanding Securities, to modify the Indenture in a
manner affecting the rights of the Holders of the Securities; provided that no
such modification may, without the consent of the Holder of each Outstanding
Security, (i) extend the fixed maturity of the Securities, or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest thereon, or reduce any premium payable upon the redemption thereof, or
(ii) reduce the percentage of principal amount of the Securities, the Holders
of which are required to consent to any such modification of the Indenture.
The Indenture also contains provisions permitting Holders of specified
percentages in principal amount of the Securities at the time Outstanding, on
behalf of the Holders of all Securities, to waive compliance by the Company or
the Guarantor with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences.  Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

    No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.





                                       15
<PAGE>   22
    As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in New York, New York, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.  No service charge shall be made for
any such registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.

    Prior to due presentment of this security for registration of transfer, the
Company, the Guarantor, the Trustee and any of their respective agents may
treat the Person in whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security shall be overdue, and neither
the Company, the Guarantor, the Trustee nor any such agent shall be affected by
notice to the contrary.

    The Securities are issuable only in registered form without coupons in
denominations of $25 and any integral multiple thereof.  As provided in the
Indenture and subject to certain limitations therein set forth, Securities are
exchangeable for a like aggregate principal amount of Securities of a different
authorized denomination, as requested by the Holder surrendering the same.

    THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THEREOF.

SECTION 204.  Form of Trustee's Certificate of Authentication.

    This is one of the Securities referred to in the within-mentioned
Indenture.

                                        THE CHASE MANHATTAN BANK, as Trustee
                                        
                                        
                                        By:
                                            -----------------------------------
                                                     Authorized Signatory

                                 ARTICLE THREE

                                 The Securities

SECTION 301.  Title and Terms.

    The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is limited to $21,836,000, except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other securities pursuant to Section 303, 304, 305, 306,
906 or 1209.





                                       16
<PAGE>   23
    The Securities shall be known and designated as the "7.75% Debentures Due
2016, Series II" of the Company.  Their Stated Maturity shall be December 31,
2016, and they shall bear interest at the rate of 7.75% per annum, from January
16, 1997 or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, as the case may be, payable quarterly (subject
to deferral as set forth herein), in arrears, on March 31, June 30, September
30 and December 31 of each year, commencing March 31, 1997 until the principal
thereof is paid or made available for payment.  Interest will compound
quarterly and will accrue at the rate of 7.75% per annum on any interest
installment in arrears for more than one quarter or during an extension of an
interest payment period as set forth below in this Section 301.  In the event
that any date on which interest is payable on the Securities is not a Business
Day, then a payment of the interest payable on such date will be made on the
next succeeding day which is a Business Day (except that, if such Business Day
is in the next succeeding calendar year, such Interest Payment Date shall be
the immediately preceding Business Day) (and without any interest or other
payment in respect of any such delay).

    The Company shall have the right, at any time during the term of the
Securities, from time to time to extend the interest payment period for up to
six consecutive quarters (the "Extension Period") during which period interest
will compound quarterly and the Company shall have the right to make partial
payments of interest on any Interest Payment Date, and at the end of which
Extension Period the Company shall pay all interest then accrued and unpaid
thereon (together with Additional Interest at the rate specified for the
Securities to the extent permitted by applicable law).  Prior to the
termination of any such Extension Period, the Company may further extend the
interest payment period, provided that such Extension Period together with all
such previous and further extensions thereof shall not exceed six consecutive
quarters or extend beyond the Maturity of the Securities.  Upon the termination
of any Extension Period and upon the payment of all accrued and unpaid interest
and any Additional Interest then due, the Company may select a new Extension
Period, subject to the foregoing requirements.  No interest shall be due and
payable during an Extension Period, except at the end thereof.  The Company
shall give the Trust, the Partnership and the Trustee notice of its selection
of such Extension Period subject to the above requirements at least one
Business Day prior to the earlier of (i) the Interest Payment Date or (ii) the
date the Trust is required to give notice to the New York Stock Exchange or
other applicable self-regulatory organization or to holders of the Trust
Preferred Securities of the record date or the date such distributions are
payable, but in any event not less than one Business Day prior to such record
date.

    The principal of and interest on the Securities shall be payable at the
office or agency of the Company in the United States maintained for such
purpose and at any other office or agency maintained by the Company for such
purpose in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be made (i)
by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register or (ii) by wire transfer in immediately
available funds at such place and to such account as may be designated by the
Person entitled thereto as specified in the Security Register.

    The Securities shall be guaranteed by the Guarantor as provided in Article
Eleven.





                                       17
<PAGE>   24
    The Securities shall be redeemable as provided in Article Twelve.

SECTION 302.  Denominations.

    The Securities shall be issuable only in registered form, without coupons,
and only in denominations of $25 and any integral multiple thereof.

SECTION 303.  Execution, Authentication, Delivery and Dating.

    The Securities shall be executed on behalf of the Company by its Chairman,
one of its Vice Chairman, its President, one of its Managing Directors or one
of its Vice Presidents.  The signature of any of these officers on the
securities may be manual or facsimile.

    Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.


    At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities executed by the Company to the
Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee in accordance
with such Company Order shall authenticate and deliver such Securities as in
this Indenture provided and not otherwise.

    Each Security shall be dated the date of its authentication.

    No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder.

SECTION 304.  Temporary Securities.

    Pending the preparation of definitive Securities, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities.

    If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay.  After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at any office
or agency of the Company designated pursuant to Section 1002, without charge to
the





                                       18
<PAGE>   25
Holder.  Upon surrender for cancellation of any one or more temporary
Securities the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities
of authorized denominations.  Until so exchanged the temporary Securities shall
in all respects be entitled to the same benefits under this Indenture as
definitive Securities.

SECTION 305.  Registration, Registration of Transfer and Exchange.

    The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency designated pursuant Section 1002 being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities.  The Trustee is
hereby appointed "Security Registrar" for the purpose of registering Securities
and transfers of Securities as herein provided.


    Upon surrender for registration of transfer of any Security at an office or
agency of the Company designated pursuant to Section 1002 for such purpose, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
any authorized denominations and of a like aggregate principal amount.

    At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denominations and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at such office or
agency.  Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.

    All Securities issued upon any registration of transfer or excess of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

    Every Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed, by the Holder thereof or
his attorney duly authorized in writing.


    No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1209 not involving any transfer.

    If the Securities are to be redeemed in part, the Company will not be
required to issue, register the transfer of or exchange any Securities during a
period beginning at the opening of business 15 days before the day of mailing
of a notice of redemption of any such Securities that may be selected for
redemption and ending at the close of business on the day of such mailing,
except the unredeemed portion of any such Securities being redeemed in part.





                                       19
<PAGE>   26
SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities.

    If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

    If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any security and (ii)
such security or indemnity as may be required by them to save each of them and
any of their officers, directors, employees or agents of either of them
harmless, then, in the absence of notice to the Company or the Trustee that
such Security has been acquired by a bona fide purchaser, the Company shall
execute and the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

    In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

    Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected therewith.

    Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.

    The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

SECTION 307.  Payment of Interest; Interest Rights Preserved.

    Interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest.

    Any interest on any Security which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date (herein called "Defaulted
Interest") shall forthwith cease to be payable to the Holder on the relevant
Regular Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided
in Clause (1) or (2) below:





                                       20
<PAGE>   27
    (1) the Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Securities (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest, which shall be fixed in the
following manner.  The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Security and the date
of the proposed payment, and at the same time the Company shall deposit with
the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this Clause provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than 10
days prior to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment.  The Trustee
shall promptly notify the Company of such Special Record Date and, in the name
and at the expense of the Company, shall cause notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder at his address as it appears in the
Security Register, not less than 10 days prior to such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been so mailed, such Defaulted Interest shall be
paid to the Persons in whose names the Securities (or their respective
Predecessor Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following clause
(2).

    (2) The Company may make payment of any Defaulted Interest in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and, if so listed, upon such notice as
may be required by such exchange, if, after notice given by the Company to the
Trustee of the proposed payment pursuant to this clause, such manner of payment
shall be deemed practicable by the Trustee.

    Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue (including in each such case Additional Interest),
which were carried by such other Security.

SECTION 308.  Persons Deemed Owners.

    Prior to due presentment of a Security for registration of transfer, the
Company, the Guarantor, the Trustee and any agent of any of them shall treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and (subject to
Section 307) interest (including Additional Interest) on such Security and for
all other purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Guarantor, the Trustee nor any agent of them shall be
affected by notice to the contrary.





                                       21
<PAGE>   28
SECTION 309.  Cancellation.

    All Securities surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly canceled by it.  The
Company or the Guarantor may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company or the Guarantor may have acquired in any manner whatsoever,
and all Securities so delivered shall be promptly canceled by the Trustee.  No
Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section, except as expressly permitted by this
Indenture.  All canceled Securities held by the Trustee shall be disposed of as
directed by a Company Order.

SECTION 310.  Computation of Interest.

    Interest on the Securities shall be computed on the basis of a 360-day year
of twelve 30-day months.

                                  ARTICLE FOUR

                           Satisfaction and Discharge

SECTION 401.  Satisfaction and Discharge of Indenture.

    This Indenture shall cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein
expressly provided for and any amounts owed to the Trustee hereunder), and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when

    (1)  either

         (A) all Securities theretofore authenticated and delivered (other than
(i) Securities which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 306 and (ii) Securities for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 1003) have been delivered to the Trustee for
cancellation; or

         (B)  all such Securities not theretofore delivered to the Trustee for
cancellation

                 (i) have become due and payable,

                 (ii) will become due and payable at their Stated Maturity
         within one year, or





                                       22
<PAGE>   29
                 (iii) are to be called for redemption within one year under
         arrangements satisfactory to the Trustee for the giving of notice of
         redemption by the Trustee in the name, and at the expense, of the
         Company

         and the Company, in the case of (i), (ii) or (iii) above, has
    deposited or caused to be deposited with the Trustee as trust funds in
    trust for the purpose and amount sufficient to pay and discharge the entire
    indebtedness on such Securities not theretofore delivered to the Trustee
    for cancellation, for principal and interest (including Additional
    Interest) to the date of such deposit (in the case of Securities which have
    become due and payable) or to the Stated Maturity or Redemption Date, as
    the case may be;

    (2)  the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and

    (3) the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture have
been complied with.  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 607 and,
if money shall have been deposited with the Trustee pursuant to subclause (B)
of Clause (1) of this Section, the obligations of the Trustee under Section 402
and the last paragraph of Section 1003 shall survive.

SECTION 402.  Application of Trust Money.

    Subject to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and interest for
whose payment such money has been deposited with the Trustee.  The Trustee
shall not invest money deposited with it pending distribution of such amounts.

                                  ARTICLE FIVE

                                    Remedies

SECTION 501.  Events of Default.

    "Event of Default", wherever used herein, means any one of the following
events that has occurred and is continuing (whatever the reason for such Event
of Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

    (1) failure for 90 days to pay any interest on the Securities, including
any Additional Interest in respect thereof, when due (subject to the deferral
of any due date in the case of an Extension Period); or





                                       23
<PAGE>   30
    (2) failure to pay any principal on the Securities when due whether at
Stated Maturity, upon redemption by declaration or otherwise; or

    (3) failure to observe or perform in any material respect any other
covenant herein for 90 days after written notice of such failure (specified as
a "Notice of Default"), requiring the Company to remedy the same shall have
been given to the Company and the Guarantor by the Trustee or the holders of at
least 25% in principal amount of the Outstanding Securities; or

    (4) a court or governmental agency having jurisdiction in the premises
shall enter a decree or order for relief in respect of the Company or the
Guarantor in an involuntary case under any applicable federal or state
bankruptcy, insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of the Company or the Guarantor or for all or
substantially all of its property or ordering the winding up or liquidation of
its affairs, and such decree or order shall remain unstayed and in effect for a
period of 90 consecutive days; or

    (5) the Company or the Guarantor shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or consent to the entry of an order for relief in an involuntary case
under any such law, or consent to the appointment or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of the Company or the Guarantor or for all or substantially all of
its property or make any general assignment for the benefit of creditors; or
the Company or the Guarantor shall admit in writing its inability to pay its
debts generally as they become due.

SECTION 502.  Acceleration of Maturity; Rescission and Annulment.

    If an Event of Default occurs and is continuing, then and in every such
case the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Outstanding Securities shall have the right to declare the
principal of and the interest on all the Securities (including any Additional
Interest) and any other amounts payable hereunder to be due and payable
immediately, by a notice in writing to the Company and the Guarantor (and to
the Trustee if given by Holders) and to enforce any and all other rights of
Holders of Securities as creditors with respect to the Securities.  Upon any
such declaration such principal and all accrued interest shall become
immediately due and payable.

    At any time after such a declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter provided in this Article, the Holders of a majority
in principal amount of the Outstanding Securities, by written notice to the
Company and the Guarantor and the Trustee, may rescind and annul such
declaration and its consequences if:

    (1) the Company or the Guarantor has paid or deposited with the Trustee a
sum sufficient to pay,

         (A) all overdue interest (including any Additional Interest) on all
Securities,





                                       24
<PAGE>   31
         (B) the principal of any Securities which have became due otherwise
than by such declaration of acceleration and interest thereon at the rate borne
by the Securities, and

         (C) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel;

and

    (2) all Events of Default, other than the non-payment of the principal of
Securities which have become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 513.

    No such rescission shall affect any subsequent default or impair any right
consequent thereon.  

SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.

    The Company covenants that if

    (1) default is made in the payment of any interest (including any
Additional Interest) on any Security when such interest becomes due and payable
and such default continues for a period of 90 days (subject to the deferral of
any due and payable interest in the case of an Extension Period), or

    (2) default is made in the payment of the principal of any Security at the
Maturity thereof, the Company will, upon demand of the Trustee, pay to it, for
the benefit of the Holders of such Securities, the whole amount then due and
payable on such Securities for principal and interest (including any Additional
Interest), at the rate borne by the Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

    If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effective to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 504.  Trustee May File Proofs of Claim.

    In case of any judicial proceeding relative to the Company or the
Guarantor, its property or its creditors, the Trustee shall be entitled and
empowered, by intervention in such proceeding or otherwise, to take any and all
actions authorized under the Trust Indenture Act in order to have claims of the
Holders and the Trustee allowed in any such proceeding.  In particular, the
Trustee shall be authorized to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator,





                                       25
<PAGE>   32
sequestrator or other similar official in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments
directly to the holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section
607.

    No provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

SECTION 505.  Trustee May Enforce Claims Without Possession of Securities.

    All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

SECTION 506.  Application of Money Collected.

    Subject to Article Eleven, any money collected by the Trustee pursuant to
this Article shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such money on account
of principal or interest (including any Additional Interest), upon presentation
of the Securities and the notation thereon of the payment if only partially
paid and upon surrender thereof if fully paid:

    FIRST: To the payment of all amounts due the Trustee under Section 607;

    SECOND: To the payment of the amounts then due and unpaid for principal of
and interest (including any Additional Interest) on the Securities in respect
of which or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind, according to the amounts due and
payable on such Securities for principal and interest (including any Additional
Interest), respectively; and

    THIRD: The balance, if any, to the Company.

SECTION 507.  Limitation on Suits.

    No Holder of any Security shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment
of a receiver or trustee, or for any other remedy hereunder, unless





                                       26
<PAGE>   33
    (1) such Holder has previously given written notice to the Trustee of a
continuing Event of Default;

    (2) the Holders of not less than 25% in principal amount of the Outstanding
Securities shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder;

    (3) such Holder or Holders have offered to the Trustee such indemnity as is
satisfactory to it against the costs, expenses and liabilities to be incurred
in compliance with such request;

    (4) the Trustee for 60 days after its receipt of such notice, request and
offer of indemnity has failed to institute any such proceeding; and

    (5) no direction inconsistent with such written request has been given to
the Trustee during such 60-day period by the Holders of a majority in principal
amount of the Outstanding Securities; it being understood and intended that no
one or more Holders shall have any right in any manner whatever by virtue of,
or by availing of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other Holders, or to obtain or to seek to obtain
priority or preference over any other Holders or to enforce any right under
this Indenture, except in the manner herein provided and for the equal and
ratable benefit of all the Holders.

SECTION 508.  Unconditional Right of Holders to Receive Principal and Interest.

    Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and (subject to Section 307) interest (including
any Additional Interest) on such Security on the respective Stated Maturities
(subject to the deferral of any due date in the case of an Extension Period)
expressed in such Security (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.

SECTION 509.  Restoration of Rights and Remedies.

    If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such proceeding, the Company, the Guarantor, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding had been instituted.

SECTION 510.  Rights and Remedies Cumulative.

    Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, no right or remedy herein





                                       27
<PAGE>   34
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.  SECTION 511.  Delay or Omission Not Waiver.

    No delay or omission of the Trustee or of any Holder of any Security to
exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein.  Every right and remedy given by this Article or by
law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

SECTION 512.  Control by Holders.

    The Holders of a majority in principal amount of the Outstanding Securities
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee, provided that

    (1) such direction shall not be in conflict with any rule of law or with 
this Indenture; and

    (2) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction.

SECTION 513.  Waiver of Past Defaults.

    Subject to Section 902, the Holders of not less than a majority in
principal amount of the Outstanding Securities may on behalf of the Holders of
all the Securities waive any past default hereunder and its consequences,
except a default

    (1) in the payment of the principal of or interest (including any
Additional Interest) on any Security (unless such default has been cured and a
sum sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration have been deposited with the Trustee); or
    (2) in respect of a covenant or provision hereof which under Article Nine
cannot be modified or amended without the consent of the Holder of each
Outstanding Security affected.

    Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.





                                       28
<PAGE>   35
SECTION 514.  Undertaking for Costs.

    In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such court
to file an undertaking to pay the costs of such suit, and may assess costs
against any such party litigant, in the manner and to the extent provided in
the Trust Indenture Act; provided, that neither this Section nor the Trust
Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Company
or the Trustee or in any suit for the enforcement of the right to receive the
principal of and interest (including any Additional Interest) on any Security.

SECTION 515.  Acknowledgment.

    The Company and the Guarantor acknowledge that so long as the Partnership
is a Holder, a holder of record of Preferred Securities may to the fullest
extent permitted by law on behalf of the Partnership, when and as provided in
the Limited Partnership Agreement, directly institute a legal proceeding
against the Company under this Indenture or against the Guarantor under the
Guarantee, without first instituting any legal proceeding against the Property
Trustee (as such term is defined in the Limited Partnership Agreement) or any
other party.

                                  ARTICLE SIX

                                  The Trustee

SECTION 601.  Certain Duties and Responsibilities.

    The duties and responsibilities of the Trustee shall be as provided by the
Trust Indenture Act.  Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
Whether or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this Section.

SECTION 602.  Notice of Defaults.

    The Trustee shall give the Holders notice of any default actually known to
a Responsible Officer of the Trustee hereunder as and to the extent provided by
the Trust Indenture Act; provided, however, that in the case of any default of
the character specified in Section 501(3), no such notice to Holders shall be
given until at least 30 days after the occurrence thereof.  For the purpose of
this Section, the term "default" means any event which is, or after notice or
lapse of time or both would become, an Event of Default.





                                       29
<PAGE>   36
SECTION 603.  Certain Rights of Trustee.

    Subject to the provisions of Section 601:

    (a) the Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

    (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;

    (c) whenever in the administration of this Indenture the Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part,
conclusively rely upon an Officers' Certificate;

    (d) the Trustee may consult with counsel of its choice at the Company's and
the Guarantor's expense and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon;

    (e) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders pursuant to this Indenture, unless such Holders shall have offered
to the Trustee security or indemnity satisfactory to it against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction;

    (f) the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney;

    (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder; and





                                       30
<PAGE>   37
    (h) the Trustee shall not be liable for any action taken, suffered, or
omitted to be taken by it in good faith and reasonably believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Indenture.

    (i)  No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur financial liability in the performance of
any of its duties hereunder or in the exercise of any of its rights or powers,
if it shall have reasonable grounds to believe that repayments of such funds or
indemnity satisfactory to it against any loss, liability or expense is not
reasonably assured to it.

    (j)  The Trustee shall have no duty to monitor the performance of the
Company or the Guarantor or their compliance with the covenants contained
herein, nor shall it have any liability in connection with the malfeasance or
nonfeasance by such parties.

    (k)  Any Paying Agent, Authenticating Agent or Security Registrar appointed
hereunder, shall be entitled to all the rights, protections, immunities and
indemnities afforded to the Trustee hereunder.

SECTION 604.  Not Responsible for Recitals or Issuance of Securities.

    The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for their correctness.  The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities.  The Trustee shall not be accountable for the
use or application by the Company of Securities or the proceeds thereof.

SECTION 605.  May Hold Securities.

    The Trustee, any Paying Agent, any Security Registrar, or any other agent
of the Company, in its individual or any other capacity, may become the owner
or pledgee of Securities and, subject to Sections 608 and 613, may otherwise
deal with the Company with the same rights it would have if it were not
Trustee, Paying Agent, Security Registrar, or such other agent.  Money held by
the Trustee in trust hereunder shall not be invested by the Trustee pending
distribution thereof to the holders of the Securities.

SECTION 606.  Money Held in Trust.

    Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law.  The Trustee shall be under
no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company.





                                       31
<PAGE>   38
SECTION 607.  Compensation and Reimbursement.

    The Company and the Guarantor agree

    (1) to pay to the Trustee from time to time such reasonable compensation as
the Company, the Guarantor and the Trustee shall from time to time agree in
writing for all services rendered by it hereunder (which compensation shall not
be limited by any provision of law in regard to the compensation of a trustee
of an express trust);

    (2) except as otherwise expressly provided herein, to reimburse the Trustee
upon its request for all reasonable fees, charges, expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of
this Indenture or arising out of or in connection with the acceptance or
administrating of this Trust (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith;
and

    (3) to indemnify the Trustee and its officers, directors, employees and
agents for, and to hold them harmless against, any and all loss, damage, claim,
liability or expense, including taxes (other than taxes based on the income of
the Trustee) incurred without negligence or bad faith on their part, arising
out of or in connection with the acceptance or administration of this trust,
including the costs and expenses of defending themselves against any claim or
liability in connection with the exercise or performance of any of its powers
or duties hereunder.

    The provisions of this Section shall survive the termination of this
Indenture or the resignation or removal of the Trustee.

SECTION 608.  Disqualification; Conflicting Interests.

    If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by and subject to
the provisions of, the Trust Indenture Act and this Indenture.

SECTION 609.  Corporate Trustee Required; Eligibility.

    There shall at all times be a Trustee hereunder which shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such and has a
combined capital and surplus of at least $50,000,000 and has its Corporate
Trust Office in New York, New York, if such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.  If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.





                                       32
<PAGE>   39
SECTION 610.  Resignation and Removal; Appointment of Successor.

    (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 611.

    (b) The Trustee may resign at any time by giving written notice thereof to
the Company.  If an instrument of acceptance by a successor Trustee shall not
have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

    (c) The Trustee may be removed at any time by Act of the Holders of a
majority in principal amount of the Outstanding Securities, delivered to the
Trustee and to the Company.

    (d)  If at any time:

    (1) the Trustee shall fail to comply with Section 608 after written request
therefor by the Company, by the Guarantor or by any Holder who has been a bona
fide Holder of a Security for at least six months, or

    (2) the Trustee shall cease to be eligible under Section 609 and shall fail
to resign after written request therefor by the Company or by any such Holder,
or

    (3) the Trustee shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or a receiver of the Trustee or of its property shall be
appointed or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to Section 514, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

    (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee.
If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of
the Holders of a majority in principal amount of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee and supersede the successor Trustee appointed by the Company.
If no successor Trustee shall have been so appointed by the Company or the
Holders and accepted appointment in the manner hereinafter provided, any Holder
who has been a bona fide Holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee.





                                       33
<PAGE>   40
    (f) The Company shall give notice of each resignation and each removal of
the Trustee and each appointment of a successor Trustee to all Holders in the
manner provided in Section 106.  Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.

    (g) No retiring Trustee hereunder shall be liable for the acts or omissions
of any successor Trustee.

SECTION 611.  Acceptance of Appointment by Successor.

    Every successor Trustee appointed hereunder shall execute, acknowledge and
deliver to the Company, to the Guarantor and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; provided that, on
request of the Company, the Guarantor or the successor Trustee, such retiring
Trustee shall, upon payment of its fees, charges and expenses, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder.  Upon request of any such successor Trustee, the Company and
the Guarantor shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts.

    No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.

SECTION 612.  Merger, Conversion, Consolidation or Succession to Business.

    Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.  In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

SECTION 613.  Preferential Collection of Claims Against Company.

    If and when the Trustee shall be or become a creditor of the Company, or
the Guarantor, the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of claims against the Company (or any
such other obligor).





                                       34
<PAGE>   41
SECTION 614.  Expenses.

    When the Trustee incurs expenses or renders services in connection with an
Event of Default, or any bankruptcy or insolvency in respect of the Company or
the Guarantor such expenses (including the fees and expenses of its counsel)
and the compensation for such services are intended to constitute expenses of
administration under any bankruptcy law or law relating to creditors' rights
generally.

                                 ARTICLE SEVEN

                     Holders' Lists and Reports by Trustee

SECTION 701.  Company to Furnish Trustee Names and Addresses of Holders.

    The Company will furnish or cause to be furnished to the Trustee

    (a) semiannually, not later than the last day of June and December in each
year, a list, in such form as the Trustee may reasonably require, of the names
and addresses of all Holders as of a date not more than 15 days prior to the
delivery thereof who were not Holders at the date of the Company had previously
provided such list (or, in the case of the initial provision of such list, at
the date of issuance of the Securities), and

    (b) at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished; excluding from any such list names and addresses received by the
Trustee in its capacity as Security Registrar.

SECTION 702.  Preservation of Information; Communications to Holders.

    (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar.  The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

    (b) The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the
corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.

    (c) Every Holder of Securities, by receiving and holding the same, agrees
with the Company, the Guarantor and the Trustee that neither the Company, the
Guarantor  nor the Trustee nor any agent of any of them shall be held
accountable by reason of any disclosure of information as to names and
addresses of Holders made pursuant to the Trust Indenture Act.





                                       35
<PAGE>   42
SECTION 703.  Reports by Trustee.

    (a) The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

    (b) A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which the
Securities are listed, and with the Company and the Guarantor.  The Company
will notify the Trustee when the Securities are listed on any stock exchange.

                                 ARTICLE EIGHT

              Consolidation, Merger, Conveyance, Transfer or Lease

SECTION 801.  Company or Guarantor May Consolidate, Etc., Only on Certain
              Terms.

    Each of the Company and the Guarantor covenants that it will not merge or
consolidate with any other corporation or other entity or sell or convey all or
substantially all of its assets to any person (other than such a sale or
conveyance to a Subsidiary or any successor thereto (such a sale or conveyance
being called an "Asset Drop-Down")), unless (i) either the Company or the
Guarantor shall be the continuing corporation or the successor corporation or
other entity or the person which acquires by sale or conveyance substantially
all the assets of the Company or the Guarantor shall expressly assume the due
and punctual payment of the principal of, premium, if any, and interest, if
any, on all the Securities, according to their tenor, and the due and punctual
performance and observance of all of the covenants and conditions of this
Indenture to be performed or observed by the Company or the Guarantor, by
supplemental indenture in form satisfactory to the Trustee, executed and
delivered to the Trustee by such corporation or other entity, and (ii) the
Company, the Guarantor or such successor corporation or other entity, as the
case may be, shall not, immediately after such merger or consolidation, or such
sale or conveyance, be in default in the performance of any such covenant or
condition.  In the event of any Asset Drop-Down after the date of this
Indenture, any subsequent sale or conveyance of assets by a Subsidiary to which
assets were transferred in such Asset Drop-Down (a "Drop-Down Subsidiary") will
be deemed to be a sale or conveyance of assets by the Company or the Guarantor
for purposes of this Section 801.

SECTION 802.  Successor Substituted.

    In case of any such consolidation, merger, sale or conveyance, and
following such an assumption by the successor corporation, such successor
corporation shall succeed to and be substituted for the Company or the
Guarantor, with the same effect as if it had been named herein.  Such successor
corporation may cause to be signed, and may issue either in its own name or in
the name of the Company or the Guarantor prior to such succession any or all of
the Securities issuable hereunder which theretofore shall not have been signed
by the Company and guaranteed by the Guarantor and delivered to the Trustee;
and, upon the order of such successor corporation instead of the Company or the
Guarantor and subject to all the terms, conditions and limitations in this





                                       36
<PAGE>   43
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed and delivered by the
officers of the Company and the Guarantor  to the Trustee for authentication,
and any Securities which such successor corporation thereafter shall cause to
be signed and delivered to the Trustee for that purpose.  All of the Securities
so issued shall in all respects have the same legal rank and benefit under this
Indenture as the Securities theretofore or thereafter issued in accordance with
the terms of this Indenture as though all of such Securities had been issued at
the date of the execution hereof.

    In case of any such consolidation, merger, sale, lease or conveyance such
changes in phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

    In the event of any such sale or conveyance (other than a conveyance by way
of lease) the Company, the Guarantor or any successor corporation which shall
theretofore have become such in the manner described in this Article shall be
released and discharged from all obligations and covenants under this
Indenture.

                                  ARTICLE NINE

                            Supplemental Indentures

SECTION 901.  Supplemental Indentures Without Consent of Holders.

    Without the consent of any Holders, the Company and the Guarantor, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

    (1) to evidence the succession of another Person to the Company or the
Guarantor and the assumption by any such successor of the covenants of the
Company or the Guarantor herein and in the Securities;

    (2) to add to the covenants of the Company or the Guarantor for the benefit
of the Holders, or to surrender any right or power herein or in the Securities
conferred upon the Company or the Guarantor;

    (3) to cure any ambiguity or to correct any provision herein which may be
defective or inconsistent with any other provision herein;

    (4) to comply with the requirements of the Commission in order to effect or
maintain the qualification of this Indenture under the Trust Indenture Act, as
contemplated by Section 905 or otherwise;

    (5) to evidence and provide the acceptance of the appointment of a
successor Trustee hereunder; or





                                       37
<PAGE>   44
    (6) to make any other change that does not adversely affect the rights of
any Holder.

SECTION 902.  Supplemental Indentures with Consent of Holders.

    With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities, by Act of said Holders delivered to the
Company, the Guarantor and the Trustee, the Company, and the Guarantor, when
authorized by a Board Resolution, and the Trustee may enter into an indenture
or indentures supplemental hereto for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this
Indenture or of modifying in any manner the rights of the Holders under this
Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Security affected
thereby,

    (1) change the Stated Maturity of the principal of, or any installment of
interest (including any Additional Interest) on, any Security, or reduce the
principal amount thereof or the rate of interest thereon, or change the place
of payment where, or the coin or currency in which, any Security or interest
thereon is payable, or impair the right to institute suit for the enforcement
of any such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date), or modify the provisions of this
Indenture with respect to the subordination of the Securities in a manner
adverse to the Holders,

    (2) reduce the percentage in principal amount of the Outstanding
Securities, the consent of whose Holders is required for any such supplemental
indenture, or the consent of whose Holders in required for any waiver (of
compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences) provided for in this Indenture, or

    (3) modify any of the provisions of this Section or Section 513, except to
increase any such percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Security affected thereby.

    It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.

SECTION 903.  Execution of Supplemental Indentures.

    In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 601) shall be fully protected in relying upon,
an officer's stating that Certificate precedent to the execution of such
supplemented indenture have been fulfilled and an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by
this Indenture.  The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.





                                       38
<PAGE>   45
SECTION 904.  Effect of Supplemental Indentures.

    Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every
Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

SECTION 905.  Conformity with Trust Indenture Act.

    Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

                                  ARTICLE TEN

                   Covenants; Representations and Warranties

SECTION 1001.  Payment of Principal and Interest.

    The Company will duly and punctually pay the principal of and interest on
the Securities in accordance with the terms of the Securities and this
Indenture.

SECTION 1002.  Maintenance of Office or Agency.

    The Company will maintain in the United States an office or agency where
Securities may be presented or surrendered for payment, where Securities may be
surrendered for registration of transfer or exchange, where Securities may be
surrendered for conversion and where notices and demands to or upon the Company
in respect of the Securities and this Indenture may be served.  The Company
will give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency.  If at any time the Company shall
fail to maintain any such required office or agency or shall fail to furnish
the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office of the Trustee,
and the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

    The Company may also from time to time designate one or more other offices
or agencies (in the United States) where the Securities may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall
in any manner relieve the Company of its obligation to maintain an office or
agency in the United States for such purposes.  The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.





                                       39
<PAGE>   46
SECTION 1003.  Money for Security Payments to Be Held in Trust.

    If the Company shall at any time act as its own Paying Agent, it will, on
or at the option of the Company before each due date of the principal of or
interest on any of the Securities, segregate and hold in trust for the benefit
of the Persons entitled thereto a sum sufficient to pay the principal or
interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee
of its action or failure so to act.

    Whenever the Company shall have one or more Paying Agents, it will, on or
prior to each due date of the principal of or interest on any Securities,
deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be
held as provided by the Trust Indenture Act, and (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

    Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or interest on any
Security and remaining unclaimed for two years after such principal or interest
has become due and payable shall be paid to the Company on Company Request, or
(if then held by the Company) shall be discharged from such trust; and the
Holder of such Security shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease.

SECTION 1004.  Reports by the Company.

    The Guarantor shall file with the Trustee and the Commission, and transmit
to Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant to such Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be
filed with the Trustee within 15 days after the same is so required to be filed
with the Commission.  Delivery of such reports, information and documents to
the Trustee is for informational purposes only and the Trustee's receipt of
such shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the
Company's or the Guarantor's compliance with any of its covenants hereunder (as
to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

SECTION 1005.  Negative Pledge and Exceptions Thereto.

    So long as any of the Securities are outstanding, the Company will not
pledge, mortgage or hypothecate, or permit to exist, and will not cause, suffer
or permit any Subsidiary to pledge, mortgage or hypothecate, or permit to
exist, except in favor of the Company or any Subsidiary, any mortgage, pledge
or other lien upon, any Principal Property at any time owned by it, to secure
any indebtedness, without making effective provisions whereby the Securities
shall be equally and ratably secured with any and all such indebtedness and
with any other indebtedness similarly entitled





                                       40
<PAGE>   47
to be equally and ratably secured; provided, however, that this restriction
shall not apply to or prevent the creation or existence of:

         (a)     undetermined or inchoate liens and charges incidental to
    construction, maintenance, development or operation;

         (b)     the lien of taxes and assessments for the then current year;

         (c)     the lien of taxes and assessments not at the time delinquent;

         (d)     the lien of specified taxes and assessments which are
    delinquent but the validity of which is being contested at the time by the
    Company or such Subsidiary in good faith;

         (e)     the lien reserved in leases for rent and for compliance with
    the terms of the lease in the case of leasehold estates;

         (f)     any obligations or duties, affecting the property of the
    Company or such Subsidiary, to any municipality or public authority with
    respect to any franchise, grant, license, permit or similar arrangement;

         (g)     the liens of any judgments or attachments in an aggregate
    amount not in excess of $10,000,000, or the lien of any judgment or
    attachment the execution or enforcement of which has been stayed or which
    has been appealed and secured, if necessary, by the filing of an appeal
    bond;

         (h)     any mortgage, pledge, lien or encumbrance on any property held
    or used by the Company or a Subsidiary in connection with the exploration
    for, development of or production of oil, gas, natural gas (including
    liquified gas or storage gas), other hydrocarbons, helium, coal, metals,
    minerals, steam, timber, geothermal or other natural resources or synthetic
    fuels, such properties to include, but not be limited to, the Company's or
    a Subsidiary's interest in any mineral fee interests, oil, gas or other
    mineral leases, royalty, overriding royalty or net profits interests,
    production payments and other similar interests, wellhead production
    equipment, tanks, field gathering lines, leasehold or field separation and
    processing facilities, compression facilities and other similar personal
    property and fixtures;

         (i)     any mortgage, pledge, lien or encumbrance on oil, gas, natural
    gas (including liquified gas and storage gas), and other hydrocarbons,
    helium, coal, metals, minerals, steam, timber, geothermal or other natural
    resources or synthetic fuels produced or recovered from any property, an
    interest in which is owned or leased by the Company or a Subsidiary;

         (j)     mortgages, pledges, liens or encumbrances upon any property
    heretofore or hereafter acquired, created at the time of acquisition or
    within one year thereafter to secure all or a portion of the purchase price
    thereof, or existing thereon at the date of acquisition, whether or not
    assumed by the Company or a Subsidiary, provided that every such mortgage,





                                       41
<PAGE>   48
    pledge, lien or encumbrance shall apply only to the property so acquired
    and fixed improvements thereon;

         (k)     any extension, renewal or refunding, in whole or in part, of
    any mortgage, pledge, lien or encumbrance permitted by subparagraph (j)
    above, if limited to the same property or any portion thereof subject to,
    and securing not more than the amount secured by, the mortgage, pledge,
    lien or encumbrance extended, renewed or refunded;

         (l)     mortgages, pledges, liens or encumbrances upon any property
    heretofore or hereafter acquired by any corporation that is or becomes a
    Subsidiary after the date hereof ("Acquired Entity"), provided that every
    such mortgage, pledge, lien or encumbrance (1) shall either (A) exist prior
    to the time the Acquired Entity becomes a Subsidiary or (B) be created at
    the time the Acquired Entity becomes a Subsidiary or within one year
    thereafter to secure all or a portion of the acquisition price thereof and
    (2) shall only apply to those properties owned by the Acquired Entity at
    the time it becomes a Subsidiary or thereafter acquired by it from sources
    other than the Company or any other Subsidiary;

         (m)     the pledge of current assets, in the ordinary course of
    business, to secure current liabilities;

         (n)     mechanics' or materialmen's liens, any liens or charges
    arising by reason of pledges or deposits to secure payment of workmen's
    compensation or other insurance, good faith deposits in connection with
    tenders, leases of real estate, bids or contracts (other than contracts for
    the payment of money), deposits to secure duties or public or statutory
    obligations, deposits to secure, or in lieu of, surety, stay or appeal
    bonds, and deposits as security for the payment of taxes or assessments or
    similar charges;

         (o)     any lien arising by reason of deposits with, or the giving of
    any form of security to, any governmental agency or any body created or
    approved by law or governmental regulation for any purpose at any time in
    connection with the financing of the acquisition or construction of
    property to be used in the business of the Company or a Subsidiary or as
    required by law or governmental regulation as a condition to the
    transaction of any business or the exercise of any privilege or license, or
    to enable the Company or a Subsidiary to maintain self-insurance or to
    participate in any funds established to cover any insurance risks or in
    connection with workmen's compensation, unemployment insurance, old age
    pensions or other social security, or to share in the privileges or
    benefits required for companies participating in such arrangements;

         (p)     any lien to secure indebtedness other than Funded Debt;

         (q)     any mortgage, pledge, lien or encumbrance of or upon any
    office equipment, data processing equipment (including, without limitation,
    computer and computer peripheral equipment), or transportation equipment
    (including, without limitation, motor vehicles, tractors, trailers, marine
    vessels, barges, towboats, rolling stock and aircraft);





                                       42
<PAGE>   49
         (r)     any mortgage, pledge, lien or encumbrance created or assumed
    by the Company or a Subsidiary in connection with the issuance of debt
    securities the interest on which is excludable from gross income of the
    holder of such security pursuant to the Internal Revenue Code of 1954, as
    amended, for the purpose of financing, in whole or in part, the acquisition
    or construction of property to be used by the Company or a Subsidiary; or

         (s)     the pledge or assignment of accounts receivable, or the pledge
    or assignment of conditional sales contracts or chattel mortgages and
    evidences of indebtedness secured thereby, received in connection with the
    sale by the Company or such Subsidiary or others of goods or merchandise to
    customers of the Company or such Subsidiary.

    In case the Company or any Subsidiary shall propose to pledge, mortgage or
hypothecate any Principal Property at any time owned by it to secure any
indebtedness, other than as permitted by subdivisions (a) to (s), inclusive, of
this Section 1005, the Company (i) will prior thereto give written notice
thereof to the Trustee, and (ii) will, or will cause such Subsidiary to, prior
to or simultaneously with such pledge, mortgage or hypothecation, enter into a
supplemental indenture with the Trustee (or to the extent legally necessary to
another trustee or additional or separate trustee) that secures all the
Securities equally and ratably with such indebtedness.

    Notwithstanding the foregoing provisions of this Section 1005, the Company
or a Subsidiary may issue, assume or guarantee indebtedness secured by mortgage
which would otherwise be subject to the foregoing restrictions in an aggregate
amount which, together with all other indebtedness of the Company or a
Subsidiary secured by a mortgage which (if originally issued, assumed or
guaranteed at such time) would otherwise be subject to the foregoing
restrictions (not including indebtedness permitted to be secured under clauses
(a) through (s) above), does not at the time exceed 10% of the Consolidated Net
Tangible Assets of the Company, as shown on the audited consolidated financial
statements of the Company as of the end of the fiscal year preceding the date
of determination.

SECTION 1006.  Statement as to Compliance; Notice of Certain Events of Default.

    Each of the Company and the Guarantor will, within 120 days after the close
of each fiscal year, commencing with the first fiscal year following the
issuance of Securities under this Indenture, file with the Trustee a
certificate of the principal executive officer, the principal financial officer
or the principal accounting officer of the Company and the Guarantor covering
the period from the date of issuance of such Securities to the end of the
fiscal year in which such Securities were issued, in the case of the first such
certificate, and covering the preceding fiscal year in the case of each
subsequent certificate, and stating whether or not, to the knowledge of the
signer, each of the Company and the Guarantor has complied with all conditions
and covenants on its part contained in this Indenture, and, if the signer has
obtained knowledge of any default by the Guarantor in the performance,
observance or fulfillment of any such condition or covenant, specifying each
such default and the nature thereof.  For the purpose of this Section 1007,
compliance shall be determined without regard to any grace period or
requirement of notice provided pursuant to the terms of this Indenture.





                                       43
<PAGE>   50
                                 ARTICLE ELEVEN

                                   Guarantee

SECTION 1101.  Securities Entitled to Guarantee.

    The Securities shall be entitled to all of the rights and benefits of the
Guarantee provided for by the Guarantor in accordance with the terms thereof.

                                 ARTICLE TWELVE

                            Redemption of Securities

SECTION 1201.  Optional Redemption.

    (a) At any time on or after March 31, 2002, the Company shall have the
right to redeem the Securities, in whole or in part, from time to time, at a
Redemption Price equal to 100% of the principal amount of Securities to be
redeemed plus accrued but unpaid interest, including any Additional Interest,
if any, to the Redemption Date.

    (b) If, at any time, a Partnership Tax Event or a Partnership Investment
Company Event (each a "Partnership Special Event") shall occur and be
continuing, the Company may, within 90 days following the occurrence of such
Partnership Special Event, elect to redeem the Securities in whole (but not in
part), upon not less than 30 or more than 60 days' notice at the Redemption
Price, provided that, if at the time there is available to the Company or the
Partnership the opportunity to eliminate, within such 90-day period, the
Partnership Special Event by taking some ministerial action, such as filing a
form or making an election, or pursuing some other similar reasonable such
measure that in the sole judgment of the Company has or will cause no adverse
effect on the Partnership, the Trust or the Company, the Company will pursue
such measure in lieu of redemption.  SECTION 1202. Mandatory Redemption.

    If, at any time, a Change of Control shall occur and be continuing, the
Company shall, as promptly as practicable (and in any event within 90 days
following the occurrence of such Change of Control), redeem the Securities in
whole (but not in part), upon not less than 30 or more than 60 days' notice at
the Redemption Price.  As promptly as practicable following a Change of
Control, the Company or the Guarantor shall provide written notice to the
Trustee of such Change of Control.

SECTION 1203.  Applicability of Article.

    Redemption of Securities, at the election of the Company as permitted by
Section 1201, shall be made in accordance with such provision and this Article.





                                       44
<PAGE>   51
SECTION 1204.  Authorization for Redemption; Notice to Trustee.

    The election of the Company to redeem Securities pursuant to Section 1201
shall be evidenced by a Board Resolution.  In case of any redemption, the
Company shall, at least 30 days and no more than 60 days prior to the
Redemption Date fixed by the Company, notify the Trustee of such Redemption
Date and of the principal amount of Securities to be redeemed and provide a
copy of the notice of redemption given to Holders of Securities to be redeemed
pursuant to Section 1204.

SECTION 1205.  Selection by Trustee of Securities to Be Redeemed.

    If less then all the Securities are to be redeemed (unless such redemption
affects only a single Security), the particular Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities not previously called for redemption, by such
method (including pro rata or by lot) as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
(equal to $25 or any integral multiple thereof) of the principal amount of the
Securities.

    The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption as aforesaid and, in case of any Securities selected
for partial redemption as aforesaid, the principal amount thereof to be
redeemed.

    The provisions of the two preceding paragraphs shall not apply with respect
to any redemption affecting only a single Security, whether such Security is to
be redeemed in whole or in part.  In the case of any such redemption in part,
the unredeemed portion of the principal amount of the Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.

    For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

SECTION 1206.  Notice of Redemption.

    Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his address appearing in the
Security Register.

    All notices of redemption shall identify the Securities to be redeemed and
shall state:

    (1) the Redemption Date,

    (2) the Redemption Price,





                                       45
<PAGE>   52
    (3) that on the Redemption Date the Redemption Price will become due and
payable upon each such security to be redeemed and that interest thereon will
cease to accrue on and after said date, and

    (4) the place or places where such securities are to be surrendered for
payment of the Redemption Price.

    Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

SECTION 1207.  Deposit of Redemption Price.

    Prior to any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

SECTION 1208.  Securities Payable on Redemption Date.

    Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest.  Upon surrender of any
such Security for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price, together with accrued
interest to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

    If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid, bear interest from the
Redemption Date at the rate borne by the Security.

SECTION 1209.  Securities Redeemed in Part.

    Any Security which is to be redeemed only in part shall be surrendered at a
place of payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company, the Guarantor and the Trustee duly executed by, the Holder thereof or
his attorney duly authorized in writing), and the Company shall execute, and
the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Security or Securities, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal





                                       46
<PAGE>   53
of the Security so surrendered.  The Company may not redeem fewer than all the
Outstanding Securities unless all accrued and unpaid interest (including
Additional Interest) has been paid on such Securities.

    This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.





                                       47
<PAGE>   54
    IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.

                                        ENRON CAPITAL & TRADE RESOURCES CORP., 
                                          as Issuer
                                        
                                        
                                        By:  /s/ Andy Fastow
                                           -----------------
                                             Andy Fastow
                                             Managing Director
                                        
                                        
                                        ENRON CORP., as Guarantor
                                        
                                        
                                        By:  /s/ William D. Gathmann
                                           -------------------------
                                             William D. Gathmann
                                             Vice President, Finance and 
                                             Treasurer
                                        
                                        
                                        THE CHASE MANHATTAN BANK, as Trustee
                                        
                                        
                                        By:  /s/ R. J. Halleran
                                           --------------------
                                             R. J. Halleran
                                             Second Vice President
                                        




                                       48